Last Modified: March 13, 2020
This End User License Agreement (the “Agreement”) is between you, the Customer (“Customer” or “You”) and Back2Back Learn LLC DBA Trauma Free World, an Ohio non-profit corporation (“Licensor”). Please read them carefully. These terms apply to the software, including the media on which you received it, cloud in which you downloaded it, and any related applications facilitating use, as well as any subsequent updates to the software or any of the related platforms (“Software”). BY USING THE SOFTWARE, YOU ACCEPT THESE TERMS. IF YOU DO NOT ACCEPT THEM, DO NOT USE THE SOFTWARE. If you comply with these license terms, you have the rights below.
1. License Grant. The Software is being licensed to You, not sold. All rights not expressly granted hereunder are reserved to Licensor. Provided that Customer remains in compliance with the terms and conditions of this Agreement, Licensor hereby grants to Customer a sub-licensable, non-transferable (except as expressly permitted herein), non-exclusive, limited license to use the solely for individual use of the learning management system and related content including videos, lessons, and modules. No use or other rights to the Software, or access thereto, are granted under this Agreement to any party other than Customer; and Customer is expressly prohibited from granting any such rights or access to any other party.
2. Feedback. From time to time, Customer may provide Licensor with suggestions or idea for improving or otherwise modifying the Software, or other products or services offered by the Licensor (“Feedback”). Nothing in this Agreement or in the parties’ dealings arising out of or related to this Agreement will restrict Licensor’s right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback without compensating or crediting Customer. Customer hereby grants Licensor a perpetual, irrevocable right and license to exploit Feedback in any and every way.
3. Intellectual Property Rights. Licensor retains all right, title, and interest in and to the intellectual property associated with the Software. This Agreement does not assign any intellectual property right owned by Licensor to Customer. Further, this Agreement does not grant Customer any intellectual property license or rights in or to the Software, except for the limited rights set forth herein. Customer agrees that it will take no action that could interfere with Licensors’ rights to the intellectual property associated with the Software or Services, or Licensors’ right to use or license the intellectual property associated with the Software Services. Specifically, as discussed below, any content provided through the Software shall not be copied, reproduced, monetized, reverse engineered, used for profit, used to violate any applicable state or federal laws, or used to create derivative or competing works in any way. All trademark and copyrights are owned by Licensor with all rights expressly reserved.
4. Customer Obligations.
a. Customer may install and use the Software on no more than one (1) computer at a time for use
by one (1) individual user. Customer is granted the right to make one (1) copy of the Software for backup or archival purposes. Customer acknowledges and agrees that Customer has no right, power or authority to make any modifications to or unauthorized copies of the Software. Customer may not share username information or login credentials.
b. Except as expressly permitted by the terms of this Agreement or by applicable law, Customer will not, and will not allow others to, perform the following activities:
i. copy, modify, create derivative works, publicly display, publicly perform, disassemble, reverse engineer, or otherwise make any use of the Software;
ii. sell rent, lease, license or lend the Software;
iii. work around any technical limitation present in the Software;
iv. use the Software for any commercial or hosting purpose; or
v. transfer the Software or this Agreement to any third party.
5. Term. This Agreement is effective as of the date the Software is first used, and will continue until it is terminated pursuant to the terms set forth herein. Licensor (1) may immediately terminate this Agreement if Customer violates any provision of this Agreement, and (2) may terminate this Agreement at its sole and absolute discretion by providing Customer with thirty (30) days written notice. Customer may terminate this Agreement by permanently deleting the Software and any backup or archival copy from the computer(s) on which they are stored.
6. DISCLAIMER OF WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND SOFTWARE PROVIDED BY LICENSOR UNDER THIS AGREEMENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND TO CUSTOMER OR ANY THIRD PARTY, INCLUDING, BUT NOT LIMITED TO, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR CUSTOMER’S PURPOSE OR SYSTEM INTEGRATION; INFORMATIONAL CONTENT OR ACCURACY; NON-INFRINGEMENT; QUIET ENJOYMENT; AND TITLE. LICENSOR DOES NOT GUARANTEE ANY SPECIFIC RESULTS FROM THE USE OF THE SOFTWARE OR THE SERVICES. THE ENTIRE RISK ARISING USING THE SOFTWARE OR THE SERVICES REMAINS WITH CUSTOMER.
7. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN ADDITION TO THE ABOVE WARRANTY DISCLAIMERS, IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING ANY DAMAGES FOR LOST DATA ARISING FROM OR RELATING TO THE SOFTWARE OR SERVICES, EVEN IF LICENSOR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION IS CUMULATIVE AND WILL NOT BE INCREASED BY THE EXISTENCE OF MORE THAN ONE INCIDENT OR CLAIM.
8. Export Restrictions. Customer agrees not to export the Software or any copies thereof or any products utilizing the Software in violation of any applicable laws or regulations of the United States.
9. Entire Agreement. This Agreement supersedes any and all other agreements, either oral or in writing, between the parties with respect to the matters stated herein, and this Agreement contains all of the covenants and agreements between the parties with respect thereto. This Agreement may be amended or modified only by a written agreement signed by authorized representatives of both parties.
10. Survivability. All provisions that logically ought to survive termination of this Agreement shall survive, including without limitation Sections 2, 3, 6, and 7.
11. Choice of Law & Jurisdiction. Excluding conflict of laws rules, this Agreement shall be governed by and construed under the laws of the State of Ohio. All disputes arising out of or in relation to this Agreement shall be submitted to the exclusive jurisdiction of the state or federal courts of located in Ohio. Nothing in this Section shall restrict Licensors’ right to bring an action (including for example a motion for injunctive relief) against Customer in the jurisdiction where Customer’s place of business is
12. Assignment & Successors. Customer may not assign this Agreement or any of its rights or obligations hereunder without Licensor’s express written consent.
13. Severability. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.
14. No Waiver. Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any other breach of this Agreement.